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Term Sheet Partnership Agreement Template for Switzerland

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Key Requirements PROMPT example:

Term Sheet Partnership Agreement

"I need a Term Sheet Partnership Agreement for a proposed joint venture between our Swiss software company and a Japanese tech firm, focusing on AI development, with plans to launch in March 2025; the document should emphasize IP protection and profit sharing arrangements."

Document background
The Term Sheet Partnership Agreement is a crucial preliminary document used in Swiss business practice when parties are negotiating and structuring a partnership or joint venture. It serves as a roadmap for the subsequent detailed agreement while documenting the parties' key understandings and commitments. This document type is particularly valuable in the Swiss context, where business partnerships often involve international parties and complex structures. The term sheet format allows parties to efficiently agree on fundamental terms while maintaining flexibility for detailed negotiations. It typically includes essential elements required under Swiss law for partnership formations, such as capital contributions, profit-sharing arrangements, and management structures, while clearly delineating binding and non-binding provisions. The document is especially useful in complex negotiations where parties need to confirm their alignment on key terms before investing in full documentation.
Suggested Sections

1. Parties: Identification of all parties to the term sheet, including full legal names and addresses

2. Background: Brief context of the proposed partnership and purpose of the term sheet

3. Definitions: Key terms used throughout the term sheet

4. Partnership Structure: Legal form of partnership and basic structure

5. Business Purpose: Defined scope and objectives of the partnership

6. Capital Contributions: Initial and any agreed future capital contributions from each partner

7. Ownership and Profit Sharing: Partnership interests and profit/loss allocation principles

8. Management and Control: Basic management structure and decision-making processes

9. Key Commercial Terms: Core business terms of the partnership

10. Term and Termination: Duration of partnership and basic termination provisions

11. Binding Effect: Clarity on which provisions are binding vs. non-binding

12. Next Steps: Process and timeline for definitive agreement

13. Governing Law: Confirmation of Swiss law application and jurisdiction

Optional Sections

1. Intellectual Property: IP ownership and licensing terms - include when IP is relevant to the partnership

2. Exclusivity: Terms of exclusivity in negotiations - include when parties want commitment to exclusive negotiations

3. Regulatory Approvals: Required regulatory clearances - include for regulated industries or large transactions

4. Confidentiality: Confidentiality obligations - include if not covered by separate NDA

5. Employee Matters: Key employment terms - include if partnership involves staff transfers or joint employment

6. Territory and Market: Geographic scope - include for partnerships with territorial restrictions

7. Competition Restrictions: Non-compete and non-solicitation - include for competitive business situations

8. Exit Mechanics: Basic exit principles - include for longer-term partnerships with likely exit scenarios

Suggested Schedules

1. Initial Business Plan Summary: High-level overview of initial business objectives and strategy

2. Capital Contribution Schedule: Detailed breakdown of partner contributions (cash, assets, services)

3. Key Commercial Terms Schedule: Detailed commercial terms requiring more extensive explanation

4. Corporate Structure Chart: Visual representation of proposed partnership structure

5. Key Milestones Schedule: Timeline of critical dates and deliverables

6. Reserved Matters List: Decisions requiring special approval processes

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
































Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Pharmaceuticals

Biotechnology

Professional Services

Real Estate

Healthcare

Consumer Goods

Energy

Infrastructure

Telecommunications

Software

Logistics

Education

Research & Development

Relevant Teams

Legal

Corporate Development

Business Development

Strategy

Finance

Executive Leadership

Operations

Commercial

Mergers & Acquisitions

International Business

Corporate Finance

Risk Management

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Business Development Director

Partnership Manager

Legal Counsel

Corporate Lawyer

Investment Manager

Strategy Director

Operations Director

Commercial Director

Joint Venture Manager

General Counsel

Head of Business Development

Chief Strategy Officer

Head of Partnerships

Senior Legal Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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